Pathways for Patient Safety Terms of Use/License Agreement

Important - Read Carefully:
These terms of use and license agreement ("Agreement") constitute a legal agreement between you and the Sponsors , an unincorporated consortium of organizations: Healthcare Research and Education Trust ("HRET"); Institute of Safe Medication Practices ("ISMP"); and Medical Group Management Association (MGMA), (each an "Organization" and collectively the "Sponsors") for the use of the PATHWAYS FOR PATIENT SAFETY Website provided by the Sponsors. BY CLICKING THE "ACCEPT" BUTTON OR BY DOWNLOADING, COPYING, ACCESSING OR OTHERWISE USING THE PATHWAYS FOR PATIENT SAFETY OR THE PATHWAYS FOR PATIENT SAFETY WEBSITE, YOU AFFIRM THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE PRESS THE "REJECT" BUTTON AND DO NOT DOWNLOAD, COPY, ACCESS OR OTHERWISE USE THE PATHWAYS FOR PATIENT SAFETY OR THE PATHWAYS FOR PATIENT SAFETY WEBSITE.

License Grant
The PATHWAYS FOR PATIENT SAFETY Website is protected by copyright laws, international copyright treaties and other intellectual property laws and treaties. The Pathways for Patient Safety is licensed on a non-exclusive basis, not sold. You may download and use the Pathways for Patient Safety or other content on the Pathways for Patient Safety Website ("Website Content") on computers within your organization, and may use the PATHWAYS FOR PATIENT SAFETY or Website Content for non-commercial purposes, including without limitation educational or professional certification activities, only. If you would like to use the PATHWAYS FOR PATIENT SAFETY or Website Content for any other purposes, you must obtain prior written approval from the Sponsors, and must pay the applicable license fee determined by the Sponsors for such commercial use. You may use the downloaded PATHWAYS FOR PATIENT SAFETY one time, in one Practice Site. "Practice Site" for purposes of the Agreement, shall mean a single physical location in which a medical practice conducts its operations. If any such medical practice conducts its operations at more than one physical location, a license must be obtained for each such location at which the PATHWAYS FOR PATIENT SAFETY is used. No further copying, duplication or dissemination of the PATHWAYS FOR PATIENT SAFETY is permitted. All rights not expressly granted are reserved by the Sponsors. Not limiting the foregoing, this Agreement does not grant you any rights to (and you are prohibited from): (i) granting any sublicense, distributing or transmitting the PATHWAYS FOR PATIENT SAFETY or Website Content in whole or in part; (ii) modifying the PATHWAYS FOR PATIENT SAFETY or Website Content; (iii) using any trademarks of the Sponsors; or (iv) using the PATHWAYS FOR PATIENT SAFETY or Website Content for purposes other than non-commercial purposes as described herein. Your rights under this Agreement may not be transferred, leased, assigned, or sublicensed. Any purported attempt to transfer, lease, assign, or sublicense your rights will be void.

Ownership of Intellectual Property
As between you and the Sponsors , all rights in and to the PATHWAYS FOR PATIENT SAFETY and Website Content are owned by the Sponsors , including all rights provided under copyright law, trademark law, patent law, trade secret law, and all other forms of proprietary and intellectual property protection.

Breach; Termination
Without prejudice to any other rights, the Sponsors may terminate this Agreement if you fail to comply with the terms of this Agreement. In such an event, you must cease using the PATHWAYS FOR PATIENT SAFETY Website and destroy all copies of the PATHWAYS FOR PATIENT SAFETY or Website Content in your possession or control. You may terminate this Agreement at any time by discontinuing use of the PATHWAYS FOR PATIENT SAFETY and PATHWAYS FOR PATIENT SAFETY Website, erasing the PATHWAYS FOR PATIENT SAFETY and Website Content from all computer memories and storage devices within your possession or control, and destroying all hard copies of the PATHWAYS FOR PATIENT SAFETY and Website Content or portions thereof, and all related documentation and all copies and installations thereof, whether made under these terms or otherwise. In the event of termination by you or the Sponsors, you will not receive a refund of any license fees paid by you for use of the PATHWAYS FOR PATIENT SAFETY, if any, as all such fees shall be deemed nonrefundable.

U.S. Government Restricted Rights
The PATHWAYS FOR PATIENT SAFETY has been developed entirely at private expense. In the event the U.S. Government seeks to obtain the PATHWAYS FOR PATIENT SAFETY through standard commercial practice, this Agreement, instead of any government regulatory clause will control the terms of the
U.S. Government's license

Disclaimer of Warranties; Exclusion of Damages; Limitation of Liability
If you are dissatisfied with the PATHWAYS FOR PATIENT SAFETY or the PATHWAYS FOR PATIENT SAFETY Website, or with any terms of this Agreement, your sole and exclusive remedy is to discontinue using the PATHWAYS FOR PATIENT SAFETY and the PATHWAYS FOR PATIENT SAFETY Website. The Sponsors and their members assume no responsibility and shall not be liable for the accuracy, completeness, timeliness, reliability, relevance or usefulness of the PATHWAYS FOR PATIENT SAFETY or Website Content, or for any liability that may result from your use thereof. The Sponsors and their members also assume no responsibility and are not liable for any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of the PATHWAYS FOR PATIENT SAFETY or the PATHWAYS FOR PATIENT SAFETY Website.

THE PATHWAYS FOR PATIENT SAFETY AND THE PATHWAYS FOR PATIENT SAFETY WEBSITE ARE PROVIDED AS IS. THE SPONSORS (AND THEIR SUPPLIERS AND AFFILIATES) MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE PERFORMANCE OR RESULTS YOU MAY OBTAIN, AND PROVIDE NO GUARANTEE AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. IN NO EVENT WILL THE SPONSORS OR THEIR MEMBERS (OR THEIR SUPPLIERS AND AFFILIATES) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIM ARISING IN CONNECTION WITH THE USE OF OR RELIANCE ON THE PATHWAYS FOR PATIENT SAFETY OR WEBSITE CONTENT. THE SPONSORS AND THEIR MEMBERS (AND THEIR SUPPLIERS AND AFFILIATES) EXPRESSLY DISCLAIM ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION CONTAINED IN THE PATHWAYS FOR PATIENT SAFETY OR THE PATHWAYS FOR PATIENT SAFETY WEBSITE, AND HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR LACK OF VIRUSES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE SPONSORS OR THEIR MEMBERS (OR THEIR SUPPLIERS AND AFFILIATES) BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY INJURY TO PERSON OR PROPERTY, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PATHWAYS FOR PATIENT SAFETY OR THE PATHWAYS FOR PATIENT SAFETY WEBSITE, EVEN IF THE SPONSORS (OR THEIR SUPPLIERS AND AFFILIATES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE SPONSORS' LIABILITY (OR THAT OF THEIR SUPPLIERS AND AFFILIATES) EXCEED THE GREATER OF $1000 OR THE AMOUNT YOU PAID FOR THE PATHWAYS FOR PATIENT SAFETY. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential, or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you.

Indemnification
You agree to indemnify and to hold each of the Sponsors harmless from any and all claims (including reasonable attorneys’ fees and costs) resulting from your acts, omissions, or representations in any way related to this Agreement or your access to, and use of, the PATHWAYS FOR PATIENT SAFETY or the PATHWAYS FOR PATIENT SAFETY Website. You shall use your best efforts to cooperate with the Sponsors in the defense of any claim. The Sponsors reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

Privacy Policy
By accepting the Terms of Use/License Agreement on this website, you will be required to provide your contact information. You may receive future information on PATHWAYS FOR PATIENT SAFETY; however, we will not share your name with a third party. Sponsor's web servers may collect domain names of those who visit the PATHWAYS FOR PATIENT SAFETY Website and may use this information to evaluate the use of the PATHWAYS FOR PATIENT SAFETY Website in order to improve the content being provided and for other purposes related to Sponsor's business. Sponsors may share aggregate information regarding PATHWAYS FOR PATIENT SAFETY Website traffic and the overall characteristics of our contact database with our partners and advertisers, but not personally identifiable information regarding visitors to the PATHWAYS FOR PATIENT SAFETY Website.
Notwithstanding the foregoing, the Sponsors do collect personally identifiable information from their members in accordance with the privacy policies set forth on their respective websites. The Sponsors will not share your personally identifiable information with any third party except as set forth in their individual privacy policies.

Do not send the Sponsors any confidential or proprietary information. Any feedback, data, answers, questions, comments, suggestions, ideas or the like, which you send to any of the Sponsors will be treated as being non-confidential and non-proprietary. The Sponsors assume no obligation to protect such information from disclosure and will be free to reproduce, use and distribute the information to others for any purpose and without restriction. The Sponsors will also be free to use any ideas, concepts, know-how or techniques contained in information that you send to them for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and services incorporating such information.

The Sponsors are under no obligation to monitor the material residing on or transmitted to this server. However, anyone using this server agrees that the Sponsors may monitor the server contents periodically to (a) comply with any necessary laws, regulations or other governmental requests; (b) to operate the server properly or to protect itself and its users; or (c) any other business purpose. The Sponsors reserve the right to modify, reject or eliminate any material residing on or transmitted to its server that it, in its sole discretion, believes is unacceptable or in violation of the law or this Agreement.

General
This Agreement and the rights and obligations of the parties with respect to the PATHWAYS FOR PATIENT SAFETY and the PATHWAYS FOR PATIENT SAFETY Website will be governed by, and construed in accordance with the laws of the State of Colorado without reference to the choice of law principles thereof. Any actions, proceedings or suits concerning or relating to this Agreement may only be brought in a court of competent jurisdiction in Denver, Colorado, and each party hereby consents to the jurisdiction and venue of such court, and waives any objections thereto. If any part of this Agreement is found unenforceable, it will not affect the validity or enforceability of any other provision of this Agreement and the parties will substitute for the invalid provision a provision which most closely approximates the intent and economic effect of the invalid provision. Failure by either party to complain of any act or failure to act of the other party or to declare the other party in default, irrespective of the duration of such default, will not constitute a waiver of rights hereunder. The PATHWAYS FOR PATIENT SAFETY and the Website Content may not be shipped into any country or used in any manner prohibited by law, regulation or order. Except as provided below, no amendment, modification, or waiver of any provision of this Agreement will be effective unless it is set forth in writing signed by an authorized officer of both parties. This Agreement constitutes the complete agreement between you and the Sponsors with respect to the PATHWAYS FOR PATIENT SAFETY and the PATHWAYS FOR PATIENT SAFETY Website, and supersedes all proposals (oral or written), all previous negotiations, and all other communications, except as set forth above. The Sponsors may at any time, in their sole discretion, revise the terms of this Agreement by updating them on the PATHWAYS FOR PATIENT SAFETY Website. You are bound by any such revisions and should therefore periodically visit the PATHWAYS FOR PATIENT SAFETY Website to review the current Agreement.

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